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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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Contract Where an agreement is entered into by two or more parties, it may include a promise or obligation undertaken by two or more of them. Any such promise may be: joint several joint and several Whether an undertaking in contract is joint, several, or joint and several is a matter of construction, depending on the parties’ intention as revealed by the terms of the contract. For example, in Rhinegold Publishing v Apex Business Development, statutory demands were issued against Rhinegold Ltd and a related company, Tannhauser Ltd, for approximately £22,000 and £31,000 respectively. A settlement agreement followed under which the parties agreed to pay the sums due, but Tannhauser did not fully comply. Although the agreement was silent on liability, the High Court decided that, on a proper reading, the parties were jointly and severally liable. As a result, Rhinegold had to meet the...
The expression ‘joint venture’ ( JV) is not a term with a precise legal definition under UK law. In essence, it denotes a commercial arrangement in which two or more participants agree to pool resources for the purpose of delivering an intended project, or another business activity. A JV vehicle might, for example, be established as a limited liability company, with each party acting as a shareholder. For more information on JVs, consult the Overview Document (available to those with a subscription in Lexis+® UK Corporate). Establishment of the JV vehicle—identify the pension issues When forming a JV between two or more sponsoring parties, the parties to the JV must identify the pensions issues that arise from setting up such a vehicle......
Joint ventures Companies often use joint ventures to break into markets and to create new offerings and products. How these arrangements are treated under EU competition law turns on whether a concentration arises and if the EU merger control regime is triggered and applicable. Under the EU merger rules, the notion of joint control means many joint ventures constitute notifiable concentrations by virtue of the concept. Consequently, care must be taken in assessing and addressing them under the EU Merger Regulation ( EUMR), including how they should be analysed and dealt with. The EUMR treats as a concentration any case in which one or more enterprises gains control over another enterprise. By their nature, joint ventures involve two or more parent companies either jointly buying an existing business or pooling resources and expertise to set up a new company. Such...
Jointly owned awards Jointly owned awards are exactly what the name suggests: shares held jointly by an employee or director and a separate party, being either an investor in the company or, more commonly, the trustees of an employee benefit trust ( EBT). The jointly owned share model was developed as an alternative to other share incentive arrangements, including share options, restricted shares, or performance share plans, often delivered through nil-cost options. For more general background on joint share ownership plans ( JSOPs), see Practice Note: Introduction to joint share ownership plans. This Practice Note is intended to compare JSOPs with other unapproved share scheme structures in this context. Undertaking an exhaustive analysis is challenging, as there exists a multitude of structures, approaches—both distinct and overlapping—and variations on a common theme across the market in practice. Accordingly, the comparison drawn here, so far as...
Summary of the tax treatment of the acquisition of an interest in a jointly owned share Putting to one side the specific statutory provisions for employment-related securities outlined below, providing an individual with an interest in jointly owned shares as part of their overall package would be taxed as ordinary pay. Nevertheless, the employee acquires an “interest in an employment-related security”. Moreover, the eventual tax position is influenced by the targeted provisions in the Income Tax ( Earnings and Pensions) Act 2003 ( ITEPA 2003) concerning restricted securities. Typically, to avert later income tax and National Insurance contributions ( NICs) becoming payable when such restrictions are lifted or amended, the parties enter into a joint election under ITEPA 2003, s 431. This Practice Note explores each of these tax considerations in greater depth below. For more general guidance on joint share ownership plans ( JSOPs) and...
What are JSOP awards? Jointly owned shares are exactly what the term suggests: shares held together by an employee or director and another party — either a company investor or, more typically, the trustees of an employee benefit trust ( EBT). Joint share ownership arose as a substitute for other share incentive arrangements, for example share options, restricted shares or performance share plans (frequently delivered via nil cost options). Under a joint share ownership plan ( JSOP), the value received equals the uplift in the share price after grant (usually plus a ‘carrying cost’). Consequently, a JSOP operates like a market value share option, albeit with a distinct tax outcome. In essence, the plan focuses value on growth arising after grant, rather than existing value at the time of award for participants today. Commercial rationale The JSOP model offers a number of commercial strengths when set...
1. First principles In the most straightforward scenario, a government grants a concession, conferring the right to explore for and to produce petroleum upon a single company, acting as the concession holder. This arrangement has typically applied in practice to relatively modest petroleum projects, where a low level of technical complexity and/or of financial exposure (found, for example, in respect of any combination of shallow depth drilling, onshore petroleum deposits or crude oil production) means that one company can hold the concession and can comfortably perform the associated work obligations. In this situation, it is not necessary to consider the manner in which a joint venture will be documented, as the sole concession holder has no other person to enter into a joint venture with in order to perform the concession. For more information on concessions, see Practice Notes:...
Johnson & Johnson/ Tacho Sil ( M.9547) [ Archived] CASE HUB Archived — This case hub records the situation as at 8 April 2020, when the transaction was abandoned, and is no longer being maintained. For more details, see the timeline and commentary. Case facts Outline of the European Commission’s merger review into Johnson & Johnson’s proposed purchase of the haemostatic patch Tacho Sil from Takeda Pharmaceuticals International AG ( Case M.9547). The deal presents a horizontal overlap in the haemostatic patches market. Latest developments On 8 April 2020, the parties withdrew their notification to the Commission and announced they had abandoned the transaction. Parties Johnson & Johnson ( J& J): Headquartered in the US, J& J is the parent of a global group active in pharmaceuticals, medical devices and consumer healthcare products. Takeda Pharmaceuticals International AG ( Takeda): An affiliate of Takeda Pharmaceutical Company Limited, a public company...
For broad information on Jersey, consult: Spitz & Clarke Offshore Service: Jersey: Commentary: General information. For details on Jersey cases, legislation and other legal topics, refer to: Jersey Legal Information Board. Legal framework The framework governing Jersey law trusts is primarily contained in the Trusts ( Jersey) Law 1984 (as amended) ( Law), supported by a significant corpus of judicial decisions. While rulings from England and other common law jurisdictions can carry strong persuasive value in Jersey, the Jersey courts have frequently taken an international lead through their trust law judgments, which have, in turn, become highly influential in other jurisdictions......
Loan market and developments This section offers a succinct outline of the current state of the loan markets in this jurisdiction together with any material recent developments. Lending by Jersey-domiciled banks tends to be restricted, in practice, to arrangements concerning domestic real estate or locally based businesses, and, in the private banking sphere, to global high net worth individuals across a range of transactions. In parallel, we observe significant volumes of financing provided by UK and European banks to Jersey structures that primarily hold assets situated outside Jersey, including, in particular, UK real estate. It also summarises forthcoming legal changes and other matters that may influence the loan markets or the answers to the questions below. The Security Interests ( Jersey) Law 2012, which took effect on 2 January 2014 (the SIJL), implemented comprehensive, far-reaching reforms to how security is created over...
CASE HUB NOTE—appeal lodged by JD Sports before the CAT in 1354/4/12/20 Archived — this archived case hub records the position as at the decision of 6 May 2020 and is no longer being maintained. For more, see the timeline and commentary. NOTE—following the appeal in JD Sports Fashion plc v CMA, the investigation was remitted to the CMA (see JD Sports Fashion plc/ Footasylum plc (remittal investigation)). Case facts Outline UK merger probe into the completed purchase by JD Sports Fashion plc of Footasylum plc. The deal features horizontal overlaps in markets for the retail of sports fashion footwear and clothing. Latest developments On 15 October 2020, the CAT released an order (dated 13 October 2020) consenting to JD Sports Fashion plc and Pentland Group Limited withdrawing their appeal against the CMA’s decision to impose a £300,000 penalty on Pentland Group and JD Sports for failing to...
Introduction JCT issued the Target Cost Contract 2024 ( TCC 2024) in June 2025. It arrived as the last agreement in the JCT 2024 suite of contracts. Within the JCT suite, it skipped the usual 2016 refresh. It also marked JCT’s inaugural target cost form, so there was no 2016 predecessor from which it evolved, unlike the majority of the 2024 contracts. This Practice Note examines the TCC 2024’s structure and language, and its defined terms and concepts, on a stand-alone basis, while providing practical tips and insight into how to use it in practice. Where appropriate, it identifies similarities and points of divergence when set against the other JCT 2024 contracts. Although new within the JCT stable, the structure and terminology, together with the familiar defined expressions and concepts, will be readily recognisable to readers who know the 2024 suite and the earlier...
ARCHIVED: This Practice Note is archived and not maintained. The JCT Public Sector Supplement was first issued in September 2011, followed by a revised edition in December 2011 to reflect amendments to the HGCRA 1996. It is part of JCT’s support for the implementation of the Government’s Construction Strategy (for more on which, see Practice Notes: Government Construction Strategy 2016–2020 [ Archived] and Government Construction Strategy 2011–2015 [ Archived]). The Public Sector Supplement can be used with most 2011 editions of JCT contracts, including the most commonly used ones (ie Standard Building Contract ( With Quantities, Without Quantities and With Approximate Quantities), Design and Build, and Intermediate Building Contract (with and without contractor’s design)). It is free to download from the JCT website: JCT Public Sector Supplement. The Public Sector Supplement is tailored for public sector employers and their advisers......
This Practice Note summarises the approach to calculating the contract price in JCT agreements and the circumstances in which that figure can be adjusted. It also offers guidance on the mechanisms for establishing interim payments and the ultimate payment. The Note concentrates on the payment clauses set out in section four of the Standard Building Contract With Quantities 2011/2016/2024 and the Design and Build Contract 2011/2016/2024. As JCT agreements are predominantly aimed at the domestic market, their payment regimes align with the requirements of Part II of the Housing Grants, Construction and Regeneration Act 1996 ( HGCRA 1996). The payment rules in the 2011 and 2016 editions reflect the amendments to the HGCRA 1996 introduced by the Local Democracy, Economic Development and Construction Act 2009 (including the advent of pay less notices). For further detail, see Practice Note: Interim payments in...
JCT FA The JCT issues a standard-form framework agreement known as the JCT FA. First appearing in 2005 in both binding and non-binding formats, it was then consolidated into a single revised edition in 2007. Subsequent updates followed in 2011, and again in 2017 (marketed as the 2016 edition as it sits within the JCT 2016 suite), with the latest update in 2025 (as part of the JCT 2024 suite). This Practice Note addresses the 2011, 2016 and 2024 editions, drawing out differences where pertinent. While the texts are largely alike, it should be noted at the outset that elements of the 2024 amendments were aimed at mirroring reforms to the public procurement regime introduced by the Procurement Act 2023 ( PA 2023). PA 2023 came substantially into force on 24 February 2025. For further detail on PA 2023, see the Practice Notes:...
JCT CE Launched in March 2007, the ( JCT CE) stemmed directly from JCT’s prior partnership with ‘ Be’ (a merger of Reading Construction Forum and the Design & Build Forum) that produced its inaugural partnering form, the Be Collaborative Agreement. Sustaining that alliance, and acknowledging the continuing need for agreements embodying the partnering ethos and practice, led to the creation of the together with the companion JCT Constructing Excellence Project Team Agreement ( JCT CE/ P). The most recent editions of JCT CE and JCT CE/ P were released in October 2024 within the JCT 2024 suite of contracts, so they are commonly referred to as 2024 and JCT Constructing Excellence Project Team Agreement 2024 respectively. For an overview of the amendments made in the 2024 versions compared with the earlier 2016 editions, see News Analysis: The ...
Practice Note This Practice Note consolidates our content on the amendments as introduced in the 2024 editions of the Joint Contracts Tribunal ( JCT) standard form construction contracts......
ARCHIVED: This Practice Note has been archived and is no longer maintained. It collates all our relevant content regarding the changes introduced in the 2016 editions of the Joint Contracts Tribunal ( JCT) standard form construction contracts......
This document provides searchable quick links to PDF file versions of the JCT 2005 standard-form contracts...
Note — to determine whether notification thresholds in Japan and worldwide are satisfied, refer to Where to Notify. 1. Have there been any recent developments regarding the Japanese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Japan? On 17 December 2019, the Japan Fair Trade Commission ( JFTC) issued the Revised Guidelines to Application of the Antimonopoly Act Concerning Review of Business Combination ( Revised Antimonopoly Guidelines 2019), together with the Revised Policies Concerning Procedures of Review of Business Combination ( Revised Antimonopoly Policies 2019)......
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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